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Preliminary International Offering Memorandum Following This Notice, Whether Received by Email Or Otherwise Received As a Result of Electronic Communication

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Preliminary International Offering Memorandum Following This Notice, Whether Received by Email Or Otherwise Received As a Result of Electronic Communication NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES OF AMERICA IMPORTANT: You must read the following before continuing. The following applies to the Preliminary International Offering Memorandum following this notice, whether received by email or otherwise received as a result of electronic communication. You are therefore advised to read this carefully before reading, accessing or making any other use of the Preliminary International Offering Memorandum. In accessing the Preliminary International Offering Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, any time you receive any information from the Joint Global Coordinators and Joint Bookrunners (as defined below) or Roche Bobois S.A. (the “Company”) as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES DESCRIBED IN THE ATTACHED PRELIMINARY INTERNATIONAL OFFERING MEMORANDUM HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA, SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OF AMERICA, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE LAWS OF OTHER JURISDICTIONS. THE DISTRIBUTION OF THE ATTACHED DOCUMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW AND PERSONS INTO WHOSE POSSESSION THE DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS. BY ACCEPTING THIS EMAIL, YOU AGREE TO BE BOUND BY THE FOREGOING LIMITATIONS. THE PRELIMINARY INTERNATIONAL OFFERING MEMORANDUM HAS BEEN PREPARED IN CONNECTION WITH THE PROPOSED OFFER AND SALE OF THE SECURITIES DESCRIBED HEREIN. THE FOLLOWING PRELIMINARY INTERNATIONAL OFFERING MEMORANDUM AND ITS CONTENTS ARE PROVIDED TO YOU SOLELY FOR YOUR INFORMATION, ARE CONFIDENTIAL AND MAY NOT BE REPRODUCED, FORWARDED, DISTRIBUTED OR PASSED ON (ELECTRONICALLY OR OTHERWISE) IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY ADDRESS IN THE UNITED STATES OF AMERICA. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN. Confirmation of your Representation: In order to be eligible to view this Preliminary International Offering Memorandum or make an investment decision with respect to the securities described in the attached Preliminary International Offering Memorandum, investors must be outside the United States of America (in compliance with Regulation S under the Securities Act); provided that any investor resident in a Member State of the European Economic Area must be a qualified investor (within the meaning of Article 2(1)(e) of Directive 2003/71/EC and any relevant implementing measure in each Member State of the European Economic Area). This Preliminary International Offering Memorandum is being sent at your request and by accepting the e-mail and accessing this Preliminary International Offering Memorandum, you shall be deemed to have represented to the Company that (1) you and any customers you represent are outside the United States of America (in compliance with Regulation S under the U.S. Securities Act) and that the e-mail address that you gave the Company and to which this Preliminary International Offering Memorandum has been delivered is not located in the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America or the District of Columbia, and that the e-mail to which the Preliminary International Offering Memorandum is attached is not being accessed in any of the foregoing (and if you are resident in a Member State of the European Economic Area, you are a qualified investor) and (2) you consent to delivery of such Preliminary International Offering Memorandum by electronic transmission. You are reminded that this Preliminary International Offering Memorandum has been delivered to you on the basis that you are a person into whose possession this Preliminary International Offering Memorandum may be lawfully delivered NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Preliminary International Offering Memorandum to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and Portzamparc Groupe BNP Paribas or Oddo BHF SCA (the “Joint Global Coordinators and Joint Bookrunners”) or any affiliate of the Joint Global Coordinators and Joint Bookrunners is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Joint Global Coordinators and Joint Bookrunners or such affiliate on behalf of the Company in such jurisdiction. The information in this Preliminary International Offering Memorandum is preliminary and will be supplemented by a pricing supplement which will contain additional information, including, among other matters, the final price per share and the number of shares to be sold. This Preliminary International Offering Memorandum has not been approved by an authorized person in the United Kingdom and is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The Preliminary International Offering Memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Preliminary International Offering Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. No person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of the securities other than in circumstances in which Section 21(1) of the FSMA does not apply to the Company. This Preliminary International Offering Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Company, the Joint Global Coordinators and Joint Bookrunners or any person who controls any Joint Lead Manager and Joint Bookrunner, or any of their respective directors, officers, employees or agents or affiliates of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Preliminary International Offering Memorandum distributed to you in electronic format and the hard copy version. You are responsible for protecting yourself against viruses and other destructive items. Your use of this document is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN CONFIDENTIAL PRELIMINARY INTERNATIONAL OFFERING MEMORANDUM DATED JUNE 27, 2018 Up to 1,135,649 Shares This global offering is part of an offering of up to 1,135,649 existing ordinary shares with a par value of €5 each, of Roche Bobois S.A., a French société anonyme , whose registered office is located at 18, rue de Lyon, 75012 Paris, France and registered with the trade and companies registry of Paris under number 493 229 280 (“Roche Bobois” or the “Company”). The offering of up to 1,135,649 shares (the “Offering”) sold by existing shareholders of the Company includes a public offering in France (the “French Public Offering”) and this global offering, which is a private placement mainly to certain institutional investors inside and outside France, with the exception of the United States of America, Canada, Australia and Japan (the “International Offering”). The French Public Offering is being made pursuant to a separate offering document prepared in accordance with French regulations. This Preliminary International Offering Memorandum (the “International Offering Memorandum”) relates only to the International Offering. It is currently proposed that the offering price will be between €19.75 and €24.30 per share. This price range is indicative only and is subject to change. The offering price for the shares sold in the French Public Offering and the International Offering will be identical. The Chouchan family (through Familiale J-E.L.C. and Mr. Jean-Eric Chouchan) and TXR S.r.l., existing shareholders of the Company (hereinafter referred as the “Selling Shareholders”), are initially offering 987,521 existing ordinary shares.
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